VALOR GOLD CORP. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • May 31st, 2012 • Valor Gold Corp. • Retail-eating places • Delaware
This Director and Officer Indemnification Agreement, dated as of _______ (this “Agreement”), is made by and between Valor Gold Corp., a Delaware corporation (the “Company”), and _______ (the “Indemnitee”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 31st, 2012 • Valor Gold Corp. • Retail-eating places • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of May 24, 2012, is made by and between Valor Gold Corp., a Delaware corporation (“Seller”), and each of the individuals listed under the heading “Buyers” on the signature page hereto (collectively, “Buyers”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 31st, 2012 • Valor Gold Corp. • Retail-eating places • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in Valor Gold Corp. f/k/a Felafel Corp., a Delaware corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of shares (the “Shares” or the “Securities”) of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”) at a purchase price of $0.40 per Share.
LOCK-UP AGREEMENTLock-Up Agreement • May 31st, 2012 • Valor Gold Corp. • Retail-eating places • New York
The undersigned is a current or former director, executive officer or beneficial owner of shares of capital stock, or securities convertible into or exercisable or exchangeable for the capital stock (each, a “Company Security”) of Valor Gold Corp., a Delaware corporation (the “Company”).
Arttor Gold LLC Assignment of LLC Membership InterestAssignment of LLC Membership Interest • May 31st, 2012 • Valor Gold Corp. • Retail-eating places • New York
THIS ASSIGNMENT OF LLC MEMBERSHIP INTEREST (this “Assignment”), is made as, of this May 23, 2012 (the “Effective Date”), by and between Pershing Gold Corporation, a Nevada corporation having an address at 1658 Cole Boulevard, Building 6, Suite 210, Lakewood, CO 80401 (the “Assignor”), and Red Battle Corp., a Delaware corporation having an address at ____, and a wholly owned subsidiary of Assignor (the “Assignee”).
Interactive Investors Consulting AgreementConsulting Agreement • May 31st, 2012 • Valor Gold Corp. • Retail-eating places
This consulting Agreement (the “Agreement”) is made and entered into effective the 24th day of May, 2012 by and between Interactive Investors, Inc. (the “Consultant”, with its principal place of business at 3736 Bee Caves Road, Suite 4-105, Austin, TX 78746 and Valor Gold Corp. (the “Client”).
LOCK-UP AGREEMENTLock-Up Agreement • May 31st, 2012 • Valor Gold Corp. • Retail-eating places • New York
The undersigned is a current or former director, executive officer or beneficial owner of shares of capital stock, or securities convertible into or exercisable or exchangeable for the capital stock (each, a “Company Security”) of Valor Gold Corp., a Delaware corporation (the “Company”). The undersigned acknowledges that he, along with certain other individuals, purchased registered shares of the Company (each such purchaser, a “Lockup Holder” and, collectively, the “Lockup Holders”).
Recording Requested by: WHEN RECORDED MAIL TO:Royalty Deed • May 31st, 2012 • Valor Gold Corp. • Retail-eating places
THIS ROYALTY DEED (“Deed”) is made and entered into this 24th day of May, 2012, by and between Arthur Leger, an individual (“Leger”), whose address is 2338 Sunrise Drive, Reno, Nevada 89509, and Pershing Royalty Company, a Delaware corporation (“Pershing Royalty”), whose address is 1656 Cole Blvd., Building 6, Suite 210, Lakewood, Colorado 80401.
AGREEMENT AND PLAN OF MERGER by and among VALOR GOLD CORP., VALOR GOLD ACQUISITION CORP. RED BATTLE CORP. PERSHING GOLD CORPORATION Dated as of May 24, 2012Merger Agreement • May 31st, 2012 • Valor Gold Corp. • Retail-eating places • New York
This Agreement and Plan of Merger is entered into as of May 24, 2012, by and among VALOR GOLD CORP., a Delaware corporation (“Parent”); VALOR GOLD ACQUISITION CORP. a Delaware corporation and wholly-owned subsidiary of Parent (“Buyer”); RED BATTLE CORP., a Delaware corporation (the “Company”); and PERSHING GOLD CORPORATION, a Nevada corporation and the holder of all of the capital stock of the Company (the “Stockholder”) Parent, Buyer, Company and the Stockholder are each a “party” and together are “parties” to this Agreement.
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSTransfer and Assumption Agreement • May 31st, 2012 • Valor Gold Corp. • Retail-eating places • Delaware
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of May 24, 2012, by Valor Gold Corp., a Delaware corporation (“Assignor”), and Felafel Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).
STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • May 31st, 2012 • Valor Gold Corp. • Retail-eating places
THIS STOCK SUBSCRIPTION AGREEMENT, dated as of May 22, 2012, is entered into by and between RED BATTLE CORP., a Delaware corporation (the “Corporation”), and PERSHING GOLD CORPORATION, a Nevada corporation (the “Subscriber”).
ASSIGNMENT AND ASSUMPTION OF LEASEAssignment and Assumption of Lease • May 31st, 2012 • Valor Gold Corp. • Retail-eating places
THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is made this 24th day of May 2012 by Pershing Gold Corporation, formerly Sagebrush Gold Ltd. (“Pershing”) and Arttor Gold LLC, a wholly owned subsidiary of Pershing (“Arttor Gold” and, together with Pershing, the “Assignors”), to Noble Effort Gold, another wholly owned subsidiary of Pershing (“Assignee”).
